1999 NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
AGREEMENT made as of the 29th day of April, 1999 between Bank Plus
Corporation, a Delaware corporation (the "Company"), and
[Name of Nonemployee Director] (the "Optionee"), a nonemployee director of the
Company or its wholly-owned subsidiary, Fidelity Federal Bank, a Federal Savings
Bank ("Fidelity").
WITNESSETH:
WHEREAS, the Bank Plus Corporation Stock Option and Equity
Incentive Plan, as amended (the "Plan"), a copy of which is attached hereto as
Exhibit A and the terms of which are incorporated herein by reference, provides
for annual awards of stock options to be made to the nonemployee directors of
the Company and Fidelity on the first business day after the date of the annual
meeting of the Company's stockholders.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration, the
Company and the Optionee agree as follows:
1. Subject to the terms and conditions of this Agreement and the Plan,
the Company hereby grants to the Optionee the option (the "Option") to purchase,
from time to time, all or a part of 2,500 shares (the "Option Shares") of the
Company's common stock ($0.01 par value) (the "Common Stock"). The Option is
fully vested, and shall expire at the close of business on April 28, 2009,
unless sooner terminated pursuant to sections 3 or 4 of this Agreement. The
Option is exercisable at a purchase price of $4.84375 per Option Share.
2. The Option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee.
3. In the event that the Optionee shall cease to serve on the board of
directors of the Company and/or Fidelity for any reason other than removal for
cause, the Optionee may exercise the Option at any time within 90 days following
such cessation, but not later than the date of expiration of the Option,
whichever shall first occur. In the event of the removal of the Optionee from
the board of directors of the Company and/or Fidelity for cause, the Option
shall be cancelled as of the effective date of such removal.
4. In the event the Optionee dies while serving as a nonemployee
director of the Company and/or Fidelity, the person or persons to whom the
Option is transferred by will or the laws of descent and distribution may
exercise the Option at any time within one year from the date of death, but no
later than the date of expiration of the Option, whichever shall first occur.
5. The Option may be exercised only by written notice to the Secretary
of the Company at its office at 0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000. Such notice shall state the election to exercise the Option under the
1999 Nonemployee Director Stock Option Agreement and the number of shares in
respect of which it is being exercised and shall be signed by the Optionee. In
no event may the Option be exercised for less than 500 shares unless there are
fewer than 500 shares remaining for exercise under the Option. The certificate
or certificates of the shares as to which the Option shall have been exercised
will be registered only in the Optionee's name. In the event the Option becomes
exercisable by another person or persons upon the death of the Optionee, the
notice of exercise shall be accompanied by appropriate proof of the right to
exercise the Option.
6. At the time of exercise of the Option and prior to the delivery of
such shares, the Optionee shall pay in cash to the Company the sum of the
aggregate option price of all shares purchased pursuant to such exercise of the
Option. All payments shall be made in cash or by check payable to the order of
the Company. The Optionee shall not have any of the rights and privileges of a
stockholder of the Company with respect to the shares deliverable upon any
exercise of the Option unless and until certificates representing such shares
shall have been delivered to the Optionee.
7. The Optionee agrees that any resale of the shares received upon any
exercise of the Option shall be made in compliance with the registration
requirements of the Securities Act of 1933 or an applicable exemption therefrom,
including without limitation the exemption provided by Rule 144 promulgated
thereunder (or any successor rule).
8. In the event that, prior to the exercise of the Option with respect
to all of the shares of Common Stock in respect of which the Option is granted,
the number of outstanding shares of Common Stock shall be increased or decreased
or changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company, whether through stock dividend, stock split,
reverse stock split, recapitalization or other change affecting the outstanding
Common Stock, the remaining number of shares of Common Stock still subject to
the Option and the purchase price thereof shall be appropriately adjusted by the
committee appointed by the Board of Directors to administer the Plan (the
"Committee") as provided in Section 3 of the Plan.
9. The Committee shall have authority to interpret the Plan and this
Agreement and to make any and all determinations under them, and its decisions
shall be binding and conclusive upon the Optionee and the Optionee's legal
representative in respect of any questions arising under the Plan or this
Agreement.
10. Any notice to be given to the Company shall be addressed to the
Secretary of the Company at 0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000 and any notice to be given to the Optionee shall be addressed to the
Optionee at the Optionee's residence as it may appear on the records of the
Company or at such other address as either party may hereafter designate in
writing to the other.
2
11. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and any successors to the business of the Company and any
successors to the Optionee by will or the laws of descent and distribution, but
this Agreement shall not otherwise be assignable by the Optionee.
12. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California and applicable federal law.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date and year first above written.
BANK PLUS CORPORATION
By /S/ XXXX XXXXX
-------------------------------------
XXXX XXXXX
President and Chief Executive Officer
-------------------------------------
[Name of Nonemployee Director]
3
